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Confidentiality
Mutual Non-Disclosure Agreement
The two-way agreement that protects both you and the opportunity while you evaluate it.
This Mutual Non-Disclosure Agreement (the “Agreement”) is made between ITinvest (a private enterprise), together with its affiliates and portfolio companies (“ITinvest”), and the individual or entity requesting access (the “Recipient”). ITinvest and the Recipient are each a “Party” and together the “Parties.” Because information may flow in both directions, each Party may act as discloser and as recipient.
Purpose
The Parties wish to explore a potential investment in one or more opportunities presented by ITinvest (the “Purpose”). To do so, each Party may disclose confidential information to the other. This Agreement governs how that information is handled.
Confidential Information
“Confidential Information” means any non-public information disclosed by or on behalf of a Party in connection with the Purpose, in any form, whether or not marked confidential. It includes, without limitation, the identity, exact location, ownership, permits, financials, customers, and commercial terms of any opportunity, together with decks, models, data-room contents, and the fact that discussions are taking place.
Use and protection
The Recipient shall: (a) use Confidential Information solely for the Purpose; (b) keep it strictly confidential and protect it with at least reasonable care; (c) not disclose it to any third party except to its directors, employees, and professional advisers who need it for the Purpose and are bound by equivalent confidentiality obligations; and (d) not use it to compete with, circumvent, or approach any opportunity, counterparty, or customer other than through ITinvest.
Exclusions
Confidential Information does not include information that: (a) is or becomes public without breach of this Agreement; (b) was lawfully known to the Recipient before disclosure; (c) is lawfully received from a third party without restriction; or (d) is independently developed without use of the Confidential Information.
Compelled disclosure
If legally compelled to disclose Confidential Information, the Recipient may do so to the minimum extent required, after giving prompt notice (where lawful) so the disclosing Party may seek protective measures.
No licence; no obligation
No intellectual-property right or licence is granted. Nothing in this Agreement obliges either Party to proceed with any transaction, and this Agreement is not itself an offer or solicitation to buy or sell any security or token.
Return or destruction
On written request, the Recipient shall promptly return or destroy the Confidential Information and any copies, subject to routine backup retention and any legal record-keeping requirement.
Term
This Agreement takes effect on acceptance and continues for [three (3) years], and the confidentiality obligations survive for that period after the last disclosure. Trade secrets remain protected for as long as they qualify as such under applicable law.
Remedies
The Parties agree that damages may be an inadequate remedy for breach and that the disclosing Party may seek injunctive relief in addition to any other remedy.
Governing law
This Agreement is governed by the laws of [jurisdiction to be confirmed — e.g. England & Wales / Ukraine / UAE], and the Parties submit to the exclusive jurisdiction of its courts.
Acceptance
This Agreement may be accepted by electronic signature or by ticking the acceptance box in the ITinvest access request, which the Parties agree creates a binding agreement to the same effect as a signature. The accepting person confirms they are authorised to bind the Recipient.
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